A$6,000,000,000 Debt Instrument Programme

Transcription

1 Information Memorandum A$6,000,000,000 Debt Instrument Programme Issuer Bank of Queensland Limited (ABN ) Arranger UBS AG, Australia Branch Dealers UBS AG, Australia Branch Westpac Banking Corporation The date of this Information Memorandum is 18 April 2016

2 1 Contents Important Notice 2 Corporate Profile 9 Programme Summary 11 A. Short Term Instrument Summary 18 B. Term Instrument Summary 19 Terms and Conditions of Senior Notes 20 Terms and Conditions of TDs 44 Terms and Conditions of Subordinated Notes 68 Form of Pricing Supplement 112 Australian Taxation 121 Selling Restrictions 125 Directory _29

3 2 Important Notice Introduction This Information Memorandum relates solely to the Debt Instrument Programme ( Programme ) established for Bank of Queensland Limited ( Issuer or BOQ ) under which unsubordinated medium term notes ( Senior Notes ), subordinated medium term notes ( Subordinated Notes and, together with the Senior Notes, Notes ), transferable deposits ( TDs ) and other debt instruments (together with the Notes and the TDs, Instruments ) may, from time to time, be issued up to a maximum aggregate amount of A$6,000,000,000 (which amount may be increased from time to time by agreement between the Issuer and the Dealers (as defined in the Programme Summary below)). The Issuer intends that Subordinated Notes issued under the Programme constitute Tier 2 Capital as described in the prudential standards issued by the Australian Prudential Regulation Authority ( APRA ). Instruments are not guaranteed or insured by the Australian Government or under any compensation scheme of the Australian Government, or by any other government, government agency or any other party. This Information Memorandum replaces in its entirety the Information Memorandum dated 14 December Currency of information The information contained in this Information Memorandum is prepared as of its Preparation Date (as defined below). In this Information Memorandum, Preparation Date means: in relation to this Information Memorandum, the date indicated on its face or, if this Information Memorandum has been amended or supplemented, the date indicated on the face of that amendment or supplement; in relation to annual reports and any financial statements incorporated in this Information Memorandum, the date up to, or as at, the date on which such annual reports and financial statements relate; and in relation to any other item of information which is to be read in conjunction with this Information Memorandum, the date indicated on its face as being its date of release or effectiveness. Neither the delivery of this Information Memorandum, nor any offer, issue or sale made in connection with this Information Memorandum at any time implies that the information contained in it is correct, that any other information supplied in connection with the Programme is correct or that there has not been any change (adverse or otherwise) in the financial conditions or affairs of the Issuer at any time subsequent to the Preparation Date or that there has been no change (adverse of otherwise) in the financial condition or affairs of the Issuer at any time subsequent to the Preparation Date. In particular, the Issuer is not under any obligation to any person to update this Information Memorandum at any time after an issue of Instruments. Investors should review, amongst other things, the documents which are deemed to be incorporated in this Information Memorandum by reference when deciding whether to purchase any Instruments. Issuer s responsibility This Information Memorandum has been prepared by, and issued with the authority of, the Issuer. The Issuer accepts responsibility for the information contained in this Information Memorandum other than information provided by the Arranger, the Dealers and the Registrar (as defined in the Programme Summary below).

4 3 No independent verification The only role of the Arranger, the Dealers and the Agents (each as defined in the Summary of the Programme ) in the preparation of this Information Memorandum has been to confirm to the Issuer that their respective descriptions under the heading Directory are accurate as at the Preparation Date. Apart from the foregoing, none of the Arranger, the Dealers or the Agents has independently verified this Information Memorandum or any document incorporated by reference in it. Accordingly, no representation, warranty or undertaking, express or implied, is made, and no responsibility is accepted, by any of them, as to the accuracy or completeness of this Information Memorandum or any further information supplied by the Issuer in connection with the Programme. In particular, none of the Arranger, the Dealers or the Agents has undertaken to review the financial condition or affairs of the Issuer or any of its affiliates at any time or to advise any holder of an Instrument of any information coming to their attention with respect to the Issuer. No authorisation The Issuer has not authorised any person to give any information or make any representations in connection with the offering of the Instruments other than those contained in this Information Memorandum. The Issuer makes no representation or warranty as to and assumes no responsibility for the authenticity, origin, validity, accuracy or completion of, or any errors or omissions in, any accompanying, previous or subsequent material or presentation, except as expressly set out or stated in such material or presentation. Any information or representation not contained in this Information Memorandum or as otherwise authorised in writing by the Issuer, must not be relied upon as having been authorised by or on behalf of the Issuer, the Arranger, the Dealers or the Registrar. Place of issuance Subject to applicable laws and directives, the Issuer may issue Instruments under the Programme in any country including Australia and countries in Europe and Asia but not in the United States of America unless such Instruments are registered under the United States Securities Act of 1933 (as amended) ( Securities Act ) or an exemption from the registration requirements under the Securities Act is available. Terms and conditions of issue Instruments will be issued in series (each a Series ). Each Series may comprise one or more tranches (each a Tranche ) having one or more issue dates and on conditions that are otherwise identical (other than, to the extent relevant, in respect of the issue price and the first payment of interest). Each issue of Instruments will be made pursuant to such documentation as the Issuer may determine. A pricing supplement and/or another supplement to this Information Memorandum (each a Pricing Supplement ) will be issued for each Tranche or Series of Term Instruments (as defined in the Programme Summary ). A Pricing Supplement will contain details of the initial aggregate principal amount, issue price, issue date, maturity date, details of interest (if any) payable together with any other terms and conditions not set out in this Information Memorandum that may be applicable to that Tranche or Series of Term Instruments. The terms and conditions ( Conditions ) applicable to the Term Instruments are included in this Information Memorandum and may be supplemented, amended, modified or replaced by the Pricing Supplement applicable to those Term Instruments. The Issuer may also publish a supplement to this Information Memorandum (or additional information memoranda) which describes the issue of Instruments (or particular types of Instruments) not otherwise described in this Information Memorandum. A Pricing Supplement may also supplement, amend, modify or replace any statement or information set out in this Information Memorandum. Intending purchasers to make independent investment decision and obtain tax advice Neither the information contained in this Information Memorandum nor any other information supplied in connection with the Programme is intended to provide the basis of any credit or other evaluation in

5 4 respect of the Issuer or any Instruments and should not be considered or relied on as a recommendation or a statement of opinion (or a report of either of those things) by any of the Issuer, the Arranger, the Dealers or Agent that any recipient of this Information Memorandum should subscribe for, purchase or otherwise deal in any Instruments or any rights in respect of any Instruments. Each investor contemplating subscribing for, purchasing or otherwise dealing in any Instruments or any rights in respect of any Instruments should: make and rely upon (and shall be taken to have made and relied upon) its own independent investigation of the financial condition and affairs of, and its own appraisal of the creditworthiness of, the Issuer; determine for themselves the relevance of the information contained in this Information Memorandum and must base their investment decision solely upon such independent assessment and investigation as they consider necessary; and consult their own tax advisers concerning the application of any tax laws applicable to their particular situation. No advice is given in respect of the legal or taxation treatment of investors or purchasers in connection with an investment in any Instruments or rights in respect of them and each investor is advised to consult its own professional adviser. Risks Neither this Information Memorandum nor any other information supplied in connection with the Programme or the issue of any Instruments describes the risks of an investment in any Instruments. Prospective investors should consult their own professional, financial, legal and tax advisers about risks associated with an investment in any Instruments and the suitability of investing in the Instruments in light of their particular circumstances. No offer Neither this Information Memorandum nor any other information supplied in connection with the Programme or the issue of any Instruments constitutes, or is intended to constitute, an offer or invitation by or on behalf of the Issuer, the Arranger, the Dealers or Agents to any person to subscribe for, purchase or otherwise deal in any Instruments. Selling restrictions and no disclosure Neither this Information Memorandum nor any other disclosure document in relation to the Instruments has been, or will be, lodged with the Australian Securities and Investment Commission ( ASIC ). The Information Memorandum is not a prospectus or other disclosure document for the purposes of the Corporations Act 2001 of Australia ( Corporations Act ). No action has been taken which would permit an offering of the Instruments in circumstances that would require disclosure under Parts 6D.2 or 7.9 of the Corporations Act. The distribution and use of this Information Memorandum, including any Pricing Supplement, advertisement or other offering material, and the offer or sale of Instruments may be restricted by law in certain jurisdictions and intending purchasers and other investors should inform themselves about them and observe any such restrictions. Persons into whose possession this Information Memorandum or any Instruments come must inform themselves about, and observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of the Instruments, and on distribution of this Information Memorandum, any Pricing Supplement or other offering material relating to the Instruments, see the section entitled Selling Restrictions below.

6 5 A person may not (directly or indirectly) offer for subscription or purchase or issue an invitation to subscribe for or buy Instruments, nor distribute or publish this Information Memorandum or any other offering material or advertisement relating to the Instruments except if the offer or invitation, or distribution or publication, complies with all applicable laws, regulations and directives. No registration in the United States The Instruments have not been, and will not be, registered under the Securities Act. The Instruments may not be offered, sold, delivered or transferred, at any time, within the United States of America, its territories or possessions or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ( Regulation S )) except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. Agency and distribution arrangements The Issuer has agreed to pay the Agents fees for undertaking their respective roles and reimburse them for certain of their expenses incurred in connection with the Programme. The Issuer may also pay a Dealer a fee in respect of the Instruments subscribed by it, reimburse the Dealers for certain expenses incurred in connection with this Programme and indemnify the Dealers against certain liabilities in connection with the offer and sale of Instruments. In accordance with the provisions of the Corporations Act, the Issuer, Arranger, the Registrar and the Dealers disclose that they, their respective related entities, directors, officers and employees may have pecuniary or other interests in the Instruments, and may also have interests pursuant to other arrangements and may receive fees, brokerage and commissions, and may act as principal in any dealings in the Instruments. The distribution of this Information Memorandum and documents which are deemed to be incorporated by reference in this Information Memorandum and the offer or sale of Instruments may be restricted by law in certain jurisdictions. None of the Issuer, the Dealers, the Registrar or the other Agents represents that this Information Memorandum or any such document may be lawfully distributed, or that any Instruments may be offered, in compliance with the laws of any applicable jurisdiction or other requirements in any such jurisdiction, or under an exemption available in that jurisdiction, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Dealers, the Registrar or the other Agents which would permit a public offering of any Instruments or distribution of this Information Memorandum or any such document in any jurisdiction where action for that purpose is required. Documents incorporated by reference This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to Information Memorandum are to this Information Memorandum and any other document incorporated by reference and to any of the individually. The following documents are incorporated in, and deemed to form part of, this Information Memorandum: all amendments and supplements to this Information Memorandum prepared by the Issuer from time to time; the most recently published audited non-consolidated and consolidated annual financial statements of the Issuer and, if published later, the most recently published interim nonconsolidated and consolidated financial statements (if any) of the Issuer (whether audited or unaudited) from time to time; each Pricing Supplement and all documents stated therein to be incorporated in this Information Memorandum; and

7 6 all other documents issued by the Issuer and expressly stated to be incorporated in this Information Memorandum by reference. Any statement contained in this Information Memorandum shall be modified or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference into this Information Memorandum modifies or supersedes such statement (including whether expressly or by implication). Except as provided above, no other information, including any information on the internet sites of the Issuer or in any document incorporated by reference in any of the documents described above, is incorporated by reference into this Information Memorandum. Copies of documents incorporated by reference in this Information Memorandum may be obtained from the Issuer and the Arranger upon request at their respective offices specified in the Directory below, or from such other person specified in a Pricing Supplement. References to internet site addresses Any internet site addresses provided in this Information Memorandum are for reference only and the content of any such internet site is not incorporated by reference into, and does not form part of, this Information Memorandum, except as expressly stated in this Information Memorandum. References to currencies In this Information Memorandum references to A$ and Australian Dollars are to the lawful currency of the Commonwealth of Australia. References to credit ratings There are references in this Information Memorandum to credit ratings. A credit rating is not a recommendation to buy, sell or hold Instruments and may be subject to revision, variation, suspension or withdrawal at any time by the relevant assigning organisation. Each credit rating should be evaluated independently of any other credit rating. No rating agency was involved in the preparation of this Information Memorandum. Credit ratings are for distribution only to a person who is not a retail client within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act, and who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it. Banking Act The Issuer is an authorised deposit-taking institution ( ADI ) as that term is defined under the Banking Act 1959 of Australia ( Banking Act ). Under sections 13A(3) and 16(2) of the Banking Act and section 86 of the Reserve Bank Act 1959 of Australia ( Reserve Bank Act ), certain debts of the Issuer are preferred by law, as described below. Section 13A(3) of the Banking Act provides that the assets of an ADI in Australia would, in the event of the ADI becoming unable to meet its obligations or suspending payment, be available to meet certain liabilities in priority to all other liabilities of that ADI (including, in the case of the Issuer, the Instruments). The liabilities which have priority, by virtue of section 13A(3) of the Banking Act, to the claims of holders in respect of the Instruments will be substantial, as such liabilities include (but are not limited to) liabilities owed to APRA in respect of any payments by APRA to holders of protected accounts held with that ADI under the Banking Act, the costs of APRA in certain circumstances, liabilities in Australia owed to holders of protected accounts held with that ADI, debts due to the Reserve Bank of Australia ( RBA ) and liabilities under certified industry support contracts. A protected account is an account or covered

8 7 financial product that is kept by an account-holder (whether alone or jointly with one or more other account-holders) with an ADI and either: is an account, or covered financial product, that is kept under an agreement between the account-holder and the ADI requiring the ADI to pay the account-holder, on demand by the account-holder or at an agreed time by them, the net credit balance of the account or covered financial product at the time of the demand or the agreed time (as appropriate); or an account prescribed by regulations for the purposes of section 5(4) of the Banking Act. For the purposes of section 13(A) of the Banking Act, the assets of the ADI do not include any interest in an asset (or part of an asset) in a cover pool (as defined in the Banking Act) that may have been established for the issuance of any covered bonds. Under Section 16(2) of the Banking Act, certain other debts of the ADI due to APRA shall, in a windingup of an ADI have, subject to section 13A(3) of the Banking Act, priority over all other unsecured debts of the ADI. Further, under section 86 of the Reserve Bank Act, debts due by an ADI to the RBA shall, in a winding-up of that ADI, have, subject to section 13A(3) of the Banking Act, priority over all other debts of that ADI. The Instruments would not constitute deposit liabilities in Australia or protected accounts under such statutory provisions. FATCA The Foreign Account Tax Compliance Act provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010 ( FATCA ) establish a new due diligence, reporting and withholding regime. FATCA aims to detect U.S. taxpayers who use accounts with foreign financial institutions ( FFIs ) to conceal income and assets from the U.S. Internal Revenue Service ( IRS ). FATCA withholding Under FATCA, a 30% withholding may be imposed (i) in respect of certain payments of U.S. source income, (ii) from 1 January 2019 in respect of gross proceeds from the sale or disposition of property that produce interest or dividends which are U.S. source income and (iii) from 1 January 2019, at the earliest, in respect of foreign passthru payments (a term which is not yet defined under FATCA), which are, in each case, paid to or in respect of entities that fail to meet certain certification or reporting requirements ( FATCA withholding ). A FATCA withholding may be required if (i) an investor does not provide information sufficient for the Issuer or any other financial institution through which payments on the Notes are made to determine whether the investor is subject to FATCA withholding or (ii) an FFI to or through which payments on the Notes are made is a non-participating FFI. If the Notes are treated as debt for U.S. federal income tax purposes and the payment is made under a grandfathered obligation, FATCA withholding is not expected to apply. Generally, a grandfathered obligation is any obligation issued on or before the date that is six months after the date on which final regulations defining the term foreign passthru payment are filed with the U.S. Federal Register. Australian IGA Australia and the United States signed an intergovernmental agreement ( Australian IGA ) in respect of FATCA on 28 April The Australian Government has enacted legislation amending, among other things, the Taxation Administration Act 1953 of Australia to give effect to the Australian IGA ( Australian IGA Legislation ). Australian financial institutions which are Reporting Australian Financial Institutions under the Australian IGA must comply with specific due diligence procedures to identify their account holders (e.g. the Noteholders) and provide the Australian Taxation Office ( ATO ) with information on financial accounts (for example, the Notes) held by U.S. persons and recalcitrant account holders and on payments made

9 8 to non-participating FFIs. The ATO is required to provide such information to the IRS. Consequently, Noteholders may be requested to provide certain information and certifications to the Issuer and to any other financial institutions through which payments on the Notes are made in order for the Issuer and such other financial institutions to comply with their FATCA obligations. A Reporting Australian Financial Institution that complies with its obligations under the Australian IGA will not generally be subject to FATCA withholding on amounts it receives, and will not generally be required to deduct FATCA withholding from payments it makes with respect to the Notes, other than in certain prescribed circumstances. No additional amounts paid as a result of FATCA withholding In the event that any amount is required to be withheld or deducted from a payment on the Notes as a result of FATCA, pursuant to the terms and conditions of the Notes, no additional amounts will be paid by the Issuer as a result of the deduction or withholding. FATCA is particularly complex legislation. Investors should consult their own tax advisers to determine how FATCA and the Australian IGA may apply to them under the Notes. Common Reporting Standard The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information ( CRS ) will require certain financial institutions to report information regarding certain accounts (which may include the Notes) to their local tax authority and follow related due diligence procedures. Noteholders may be requested to provide certain information and certifications to ensure compliance with the CRS. A jurisdiction that has signed the CRS Competent Authority Agreement may provide this information to other jurisdictions that have signed the CRS Competent Authority Agreement. The Australian Government has enacted legislation amending, among other things, the Taxation Administration Act 1953 of Australia to give effect to the CRS. The CRS will apply to Australian financial institutions with effect from 1 July 2017.

10 9 Corporate Profile Overview of BOQ BOQ is a full service financial institution, listed on the Australian Securities Exchange ( ASX ), regulated by the Australian Prudential Regulation Authority as an authorised deposit-taking institution ( ADI ) and ranked among the top 100 companies by market capitalisation on the ASX. BOQ has grown from being the first Permanent Building Society in Queensland in 1874 to the current day with a network of retail branches, and other points of presence spanning every state and territory in Australia. BOQ aspires to build a differentiated position in the Australian financial services sector by demonstrating to customers that It is Possible to Love a Bank. BOQ s corporate strategy is to focus on niche customer segments that value a more intimate banking relationship beyond what they receive from the major banks. Importantly, BOQ s strategic focus plays to its competitive strengths as a small challenger bank of being able to provide customers with personalised relationship management, passionate customer service, focused products and solutions, and nimble decision-making and problem resolution. The strategy is executed through BOQ s four strategic pillars: (i) Customer in Charge (ii) Grow the Right Way (iii) There s Always a Better Way, and (iv) Loved Like No Other. Principal activities The principal activity of BOQ is the provision of financial services and insurance. BOQ has an authority to carry on banking business under the Banking Act. There were no significant changes during the year in the nature of the activities of the Consolidated Entity. Business strategies and prospects for the future In terms of Customer in Charge, BOQ is continuing to expand its source of originations through growth in the mortgage broker market as well as improvements to digital, online and call centre channels. BOQ has further expanded our mortgage broker distribution network with accredited brokers servicing customers in New South Wales, Victoria, Western Australia, South Australia and, more recently, its home state of Queensland. The successful integration of BOQ Specialist (formerly Investec Bank (Australia) Limited s Professional Finance and Asset Finance & Leasing businesses) has provided BOQ with unique access to a compelling and expanding customer base of high net worth medical, dental and accounting professionals served through a high touch, specialist banking proposition. In BOQ s Retail network, a new commission model has been introduced for Owner Managed Branches based upon a balanced scorecard approach. The new scorecard balances lending, deposits, cross sales and compliance components and strongly aligns interests of Owner Managers and the Bank. The new scorecard and commission model forms the basis of a new standardised franchise agreement which is being rolled out on a progressive basis as existing agreements expire. There is also significant work underway to optimise branch mix and locations, particularly across BOQ s Corporate-owned branches. To Grow the Right Way and achieve the right balance of return for risk taken, BOQ continues to diversify its balance sheet by pursuing higher margin segments in Business Banking, Agribusiness and Asset Leasing. In Business Banking, a tiered approach to origination through BOQ s distribution channels has been embedded to reflect deal complexity. Business mix changes reflecting a core focus on credit quality were evident across the retail portfolio, with the concentration of poorer performing line of credit mortgages being substantially reduced. There s Always a Better Way, which is the pursuit of operational efficiency, has seen continued focus on improving processes and systems to reduce the turnaround time on compliant retail and business lending applications. In 2016,BOQ will implement a new digitised mortgage origination process as well as continue to simplify its product suite. A good example of this approach is BOQ s simple low

11 10 cost mortgage offering Clear Path which has been well received by BOQ customers, particularly in the owner occupied segment. Loved Like No Other is about building a culture that makes BOQ a great place to work and inspires our passion to deliver exceptional customer outcomes. The major brand refresh around It s Possible to Love a Bank resulted in an increase in national unprompted awareness of the BOQ brand. Through continued focus on BOQ s four strategic pillars, BOQ aims to deliver robust and sustainable financial performance, consistent growth in returns to shareholders and superior service to customers and the wider community.

12 11 Programme Summary The following is a brief summary only and should be read in conjunction with the rest of this Information Memorandum and, in relation to any Term Instruments, in conjunction with the relevant Pricing Supplement and, to the extent applicable, the Terms and Conditions of the Instruments as set out in this Information Memorandum. A reference to a Pricing Supplement does not limit the provisions or features of this Programme which may be supplemented, amended, modified or replaced by a Supplement in relation to a particular Tranche or Series of Debt Instruments. Capitalised expressions have the meanings given in the relevant Terms and Conditions. Issuer: Bank of Queensland Limited (ABN ). Programme: Programme Limit: Arranger: Dealers: Subject to applicable legal and regulatory restrictions, a combined nonunderwritten revolving domestic debt instrument programme for the issuance of unsubordinated notes ( Senior Notes ), subordinated medium term notes ( Subordinated Notes and, together with Senior Notes, Notes ), transferable deposits ( TDs ) and other debt instruments. The Notes or TDs, as the case may be, may be issued as either Term Instruments (with a maturity of not less than 365 days) ( Term Instruments ) or Short Term Instruments (with a maturity of less than 365 days) ( Short Term Instruments ). A$6,000,000,000 (or its equivalent in any other currency). The Programme Limit may be increased by agreement between the Issuer and the current Dealers to the Programme from time to time. UBS AG, Australia Branch UBS AG, Australia Branch Westpac Banking Corporation Additional Dealers may be appointed by the Issuer from time to time for a specific Tranche of Instruments or to the Programme generally in accordance with the Dealer Agreement dated 26 May 2000 as amended and restated on 8 November 2005 ( Dealer Agreement ). Current details and particulars of the applicable Australian Business Number ( ABN ) and Australian financial services licence number ( AFSL ) for the Dealers are set out in the section entitled Directory below. Registrar: Calculation Agent: Computershare Investor Services Pty Limited (ABN ) and any other person appointed by the Issuer to perform registry functions and establish and maintain the Register (as defined below) on the Issuer s behalf from time to time in respect of a Tranche or Series of Instruments. Details of additional appointments in respect of a Tranche or Series will be notified in the relevant Pricing Supplement. If a Calculation Agent is required for the purpose of calculating any amount or making any determination under an Instrument, such appointment will be notified in a supplement to this Information Memorandum (including but not limited to, in the relevant Pricing Supplement). The Issuer may act as its own Calculation Agent if so notified. Issuing & Paying Agent: The issuing and paying agent for a particular Tranche or Series will be the Registrar or such other person appointed by the Issuer to act as issuing agent or paying agent on the Issuer s behalf from time to time as notified in the relevant Pricing Supplement.

13 12 Agents: Each Registrar, Calculation Agent and Issuing and Paying Agent, and any other person appointed by the Issuer to perform other agency functions with respect to any Tranche or Series of Instruments. Details of such appointment will be notified in the relevant Pricing Supplement. The Issuer may terminate the appointment of any Agent and appoint additional or other Agents. However, the Issuer must at all times maintain a Registrar, and if a Calculation Agent and/or an Issuing and Paying Agent is notified as set out above, at all times maintain a Calculation Agent and/or an Issuing and Paying Agent as the case may be. Status: Instruments may be issued on an unsubordinated or subordinated basis, as specified in the applicable Pricing Supplement. Senior Notes will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer, except liabilities mandatorily preferred by law. The rights and claims of holders of Subordinated Notes against the Issuer in respect of payments under the Subordinated Notes are subordinated to the claims of Senior Creditors. The Issuer intends that Subordinated Notes constitute Tier 2 Capital as described in APRA s prudential standards and be able to absorb losses at the point of non-viability. Accordingly: the Issuer s obligations in respect of the Subordinated Notes will be subordinated in the manner provided in Condition 4 of the Subordinated Notes; and if a Non-Viability Trigger Event occurs, Subordinated Notes may be either (i) Converted into Ordinary Shares of the Issuer, or (ii) Writtenoff or Written-down (and all rights and claims of the holders terminated) in the manner provided in Conditions 5 and 6 of the Subordinated Notes. TDs may be issued by the Issuer on an unsubordinated basis and will rank at least equally with all other unsecured and unsubordinated obligations of the Issuer, except liabilities mandatorily preferred by law. The ranking of any Instruments is not affected by the date of registration of the name of any holder of an Instrument in the Register. The Issuer is an authorised deposit-taking institution ( ADI ) as that term is defined under the Banking Act. Section 13A(3) of the Banking Act provides that the assets of an ADI in Australia would, in the event of the ADI becoming unable to meet its obligations or suspending payment, be available to meet certain liabilities in priority to all other liabilities of that ADI. The liabilities which have priority, by virtue of section 13A(3) of the Banking Act, to the claims of holders in respect of the Instruments will be substantial, as such liabilities include (but are not limited to) liabilities owed to APRA in respect of any payments by APRA to holders of protected accounts held with that ADI under the Banking Act, the costs of APRA in certain circumstances, liabilities in Australia owed to holders of protected accounts held with that ADI, debts due to the RBA and liabilities under certified industry support contracts. A protected account is an account or covered financial product that is kept by an account-holder (whether alone or jointly with one or more other accountholders) with an ADI and either:

14 13 (i) (ii) is an account, or covered financial product, that is kept under an agreement between the account-holder and the ADI requiring the ADI to pay the account-holder, on demand by the account-holder or at an agreed time by them, the net credit balance of the account or covered financial product at the time of the demand or the agreed time (as appropriate); or an account prescribed by regulations for the purposes of section 5(4) of the Banking Act. For the purposes of section 13(A) of the Banking Act, the assets of the ADI do not include any interest in an asset (or part of an asset) in a cover pool (as defined in the Banking Act) that may have been established for the issuance of any covered bonds. Under Section 16(2) of the Banking Act, certain other debts due to APRA shall in a winding-up of an ADI have, subject to section 13A(3) of the Banking Act, priority over all other unsecured debts of that ADI. Further, under section 86 of the Reserve Bank Act, debts due by a bank (which includes the Issuer) to the RBA shall, in a winding-up of that bank, have, subject to sections 13A(3) of the Banking Act, priority over all other debts of that bank. Instruments would not constitute a protected account under such statutory provisions. Solvency Condition applies to Subordinated Notes: The Issuer is not required to make any payment in respect of Subordinated Notes if it would not be Solvent both at the time that payment is due and immediately after making the payment. Unpaid amounts will accrue interest until paid and will be payable on the first date on which the Issuer meets the Solvency Condition. However, if Subordinated Notes have been Converted or Written-off on account of a Non-Viability Trigger Event, the Issuer s accrued and future obligations to make payments will cease and holders of Subordinated Notes will have no rights to recover any unpaid amounts. Conversion or Writeoff of Subordinated Notes on Non-Viability Trigger Event: Limited Events of Default under Subordinated Notes: No set-off in relation to Subordinated Notes: Governing law: Use of proceeds: Term: If a Non-Viability Trigger Event occurs, and the Subordinated Notes are required to be Converted or Written-off, the Subordinated Notes (including the right to payments of accrued but unpaid interest and repayment of the Outstanding Principal Amount) will be immediately and irrevocably terminated. The Subordinated Notes are subject to limited Events of Default. The details of, and remedies for, Events of Default are contained in Condition 9 of the Subordinated Notes. Neither the Issuer nor any holder of Subordinated Notes is entitled to set-off any amounts due in respect of the Subordinated Notes held by the holder against any amount of any nature owed by the Issuer to the holder or by the holder to the Issuer (as applicable). The Instruments and all related documentation will be governed by the laws of Queensland. The net proceeds of any issue of Instruments will be used by the Issuer for general financing purposes. The term of the Programme continues until terminated by the Issuer giving 30 days notice to the current Dealers to the Programme, or earlier by agreement between the Issuer and the current Dealers to the Programme.

15 14 Currency: Stamp duty: Taxes: Tax file number or Australian business number: Subject to all applicable laws and regulations, Instruments may be issued in Australian dollars or any other currency specified in a Pricing Supplement. Any stamp duty incurred at the time of issue of the Instruments will be for the account of the Issuer. Any stamp duty incurred on a transfer of Instruments will be for the account of the relevant investors. As at the date of this Information Memorandum, no stamp duty in any Australian State or Territory should be payable on the issue of the Instruments or any transfer of Instruments. An overview of the Australian taxation treatment of payments of interest on the Instruments and certain other matters is set out in the section entitled Australian Taxation below. However, potential investors should obtain their own taxation advice regarding the taxation consequences of investing in Instruments. The Issuer may be required under Australian taxation laws to deduct (and, if so required, will deduct or will cause to be deducted) amounts from payments in respect of an Instrument at the prescribed rate if an Australian resident investor or a non-resident investor that holds an Instrument in the course of carrying on a business at or through a permanent establishment in Australia has not supplied an appropriate tax file number, (if applicable) an Australian business number or exemption details as may be necessary to enable the payment to be made without the required withholding or deduction. The prescribed rate of withholding tax is 49% for the and income years and, under current law, will be reduced to 47% following the income year. Withholding tax: All payments made in respect of Instruments are subject in all cases to applicable provisions of fiscal and other laws, regulation and directives ( Relevant Laws ). If the Issuer, or anyone making a payment on the Issuer s behalf, is required by any Relevant Law to deduct or withhold any amounts from the payment otherwise due to the holder of an Instrument, it will do so. Unless otherwise specified in the Pricing Supplement, the Issuer intends to issue the Instruments in a manner which enables the Issuer to pay interest to holders free of Australian interest withholding tax. Unless otherwise specified in the Pricing Supplement, all payments by the Issuer in respect of the Instruments will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of the Commonwealth of Australia or any political subdivision thereof or any authority therein or thereof, unless such withholding or deduction is required by law. If a withholding or deduction is required by law, then, subject to certain customary exceptions, the Issuer will pay such additional amounts as may be necessary in order that the net amount received by the Noteholders after such withholding or deduction equals the respective amounts which would otherwise have been receivable in respect of the Instruments in the absence of such withholding or deduction. Rating: As at the date of this Information Memorandum, the Instruments issued under the Programme have been rated A- by Standard & Poor s, a Division of The McGraw-Hill Companies, A3 by Moody s Investors Service Pty Limited and A- by Fitch Ratings. A credit rating is not a recommendation to buy, sell or hold securities and is subject to revision, suspension or withdrawal at any time by the relevant rating agency.

16 15 Credit ratings are for distribution only to a person: (i) (ii) who is not a retail client within the meaning of section 761G of the Corporations Act and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Parts 6D.2 or 7.9 of the Corporations Act; and who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it. Title: Denominations: Transfer procedure: Entry of the name of a person in the Register in respect of an Instrument constitutes the obtaining or passing of title and is conclusive evidence that the person so entered is the registered owner of the Instrument. Subject to any applicable legal or regulatory requirements, Instruments will be issued in denominations of A$10,000 or such other amount specified in the relevant Pricing Supplement. Instruments may only be transferred in whole but not in part. Unless otherwise specified in a Pricing Supplement, Instruments may only be transferred if: (i) in the case of Instruments to be transferred in or into Australia: (A) (B) (C) the offer or invitation giving rise to the transfer of the Instruments is for an aggregate consideration of at least A$500,000 (or its equivalent in an alternative currency and, in either case, disregarding monies lent by the transferor or its associates to the transferee) or the transfer does not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act; the transfer is not to a retail client for the purposes of section 761G of the Corporations Act; and such action does not require any document to be lodged with ASIC; and (ii) at all times, the transfer complies with all applicable laws or directives of the jurisdiction where the transfer takes place. Instruments entered in the Austraclear System will be transferred only in accordance with the Austraclear Regulations. If Instruments are not entered in or are removed from the Austraclear System, application for the transfer of Instruments must be made by lodgement of a duly completed transfer and acceptance form with the Registrar. Transfer and acceptance forms are obtainable from the Registrar. A transfer takes effect upon the transferee s name being entered on the Register.

17 16 Transfers of Instruments outside Australia must be made by lodgment of a duly completed transfer and acceptance form with the Registrar and in compliance with the laws of any jurisdiction in which such transfer takes place. Transfers of Instruments will not be registered on the Register during the period between 5.00 pm (Sydney time) on the relevant Record Date and the corresponding date for payment of principal or interest or later than 5.00 pm (Sydney time) on the Record Date prior to the Maturity Date of the Instruments. Clearing system: Austraclear System. On admission to the Austraclear System, interests in the Instruments may also be held through Euroclear Bank S.A./N.V. as operator of the Euroclear System ( Euroclear ) or Clearstream Banking S.A. ( Clearstream, Luxembourg ) (each of the Austraclear System, Euroclear and Clearstream, Luxembourg, and any other clearing system specified in the relevant Pricing Supplement, a Clearing System ). In these circumstances, entitlements in respect of holdings of interests in the Instruments in Euroclear would be held in the Austraclear System by HSBC Custody Nominees (Australia) Limited as a nominee of Euroclear, while entitlements in respect of holdings of interests in the Instruments in Clearstream, Luxembourg would be held in the Austraclear System by a nominee of J.P. Morgan Chase Bank, N.A. as custodian for Clearstream, Luxembourg. The rights of a holder of interests in the Instruments held through Euroclear or Clearstream, Luxembourg are subject to the respective rules and regulations for accountholders of Euroclear and Clearstream, Luxembourg, the terms and conditions of agreements between Euroclear and Clearstream, Luxembourg and their respective nominees and / or custodians and the rules and regulations of the Austraclear System. To the extent of any inconsistency between the rules and regulations of any relevant Clearing System and the Conditions of the Subordinated Notes which may affect the eligibility of the Subordinated Notes as Tier 2 Capital of the Issuer, then the Conditions of the Subordinated Notes (including terms set out in any applicable Pricing Supplement) will prevail. In addition, any transfer of interests in an Instrument, which is held through Euroclear or Clearstream, Luxembourg will, to the extent such transfer will be recorded on the Austraclear System, be subject to the Corporations Act and the requirements for minimum consideration summarised in the section entitled Transfer procedure above. The Issuer will not be responsible for the operation of the clearing arrangements, which is a matter for the clearing institutions, their nominees, their participants and the investors. Redemption: If so specified in the relevant Pricing Supplement, Instruments entered in the Austraclear System will be redeemed at maturity through Austraclear in a manner consistent with the Austraclear Regulations or, where the Instruments are not entered in or have been removed from the Austraclear System, by payment by electronic transfer or cheque made in accordance with the Terms and Conditions. Subordinated Notes are only able to be redeemed prior to their stated maturity subject to the Issuer having obtained the prior written approval of APRA (as provided in the Terms and Conditions of the Subordinated Notes). Approval is at the discretion of APRA and may or may not be given.

18 17 Redemption for taxation or regulatory reasons: If so specified in the relevant Pricing Supplement, Subordinated Notes may also be redeemed following the occurrence of certain tax events (as provided in the relevant Terms and Conditions). Subordinated Notes may also be redeemed if the Issuer is not or will not be entitled to treat all of the Subordinated Notes of a Series as Tier 2 Capital (as provided in the relevant Terms and Conditions). Payments: Payments of principal and interest under Instruments entered in the Austraclear System will be made in accordance with the Austraclear Regulations. If the Instruments are not entered in or are removed from the Austraclear System, payments will be made to the persons whose names are entered in the Register to an account in Australia previously notified to the Issuer and the Registrar. If the registered owner of the Instrument has not notified such an account by the relevant time, payment will be made by cheque (drawn on a bank in Australia in favour of the registered owner (or to the first named if joint registered owners)) and mailed to the registered owner (or to the first named of joint registered owners) of such Instrument. Listing: An application may be made by the Issuer to be admitted to the official list of, and/or for one or more Tranches of Instruments to be quoted on the Australian Securities Exchange operated by ASX Limited (ABN ) ( ASX ) or on any other stock or securities exchange (in accordance with applicable laws, regulations and directives). Any Instruments which are quoted on the ASX will not be transferred through, or registered on, the Clearing House Electronic Sub-Register System ( CHESS ) operated by ASX Settlement Pty Limited (ABN ) and will not be Approved Financial Products for the purposes of that system. Interests in the Instruments will instead be held in, and transferrable through, the Austraclear System. The applicable Pricing Supplement in respect of the issue of any Tranche of Instruments will specify whether or not such Instruments will be quoted on any stock or securities exchange. Selling restrictions: The offer, sale and delivery of Instruments and the distribution of this Information Memorandum and other material in relation to any Instruments are subject to such restrictions as may apply in any country in connection with the offering and sale of a particular Tranche of Instruments. In particular, restrictions on the offer or sale of the Instruments in Australia and on the offer or sale of Instruments in the United States of America, the United Kingdom, the European Economic Area, Japan, Singapore and Hong Kong are set out in the section entitled Selling Restrictions below.

19 18 A. Short Term Instrument Summary Form: Austraclear: Tenor: Purchase price: Interest: Short Term Instruments will take the form of either TDs or Senior Notes. They will be constituted either by the acceptance of the amount deposited on the terms and conditions of the Second Note and TD Deed Poll dated 18 April 2016 ( Deed Poll ). They will take the form of entries on a register ( Register ) maintained by the Registrar. No certificate or other evidence of title will be issued. There is no trustee for the holders of Short Term Instruments. The Issuer will apply to Austraclear Limited ( Austraclear ) for approval of the Short Term Instruments of each Series to be traded on the settlement system operated by Austraclear ( Austraclear System ). Such approval of Short Term Instruments by Austraclear is not a recommendation or endorsement by Austraclear of the Short Term Instruments. Short Term Instruments will be issued with a minimum tenor of seven days and a tenor of less than 365 days. The purchase price for Short Term Instruments will be the amount agreed between the Issuer and the Dealer purchasing the Short Term Instruments, as specified in the relevant Pricing Supplement. Short Term Instruments may be interest bearing or non-interest bearing. Interest (if any) may accrue at a fixed or floating rate. Interest payment dates: Interest (if any) payable on Short Term Instruments is payable on the date or dates specified in the relevant Pricing Supplement.

20 19 B. Term Instrument Summary Form: Issuance in Series: Austraclear: Tenor: Purchase price: Interest: Term Instruments will take the form of either TDs or Notes. They will be constituted either by the acceptance of the amount deposited on the terms and conditions of the Deed Poll. They will take the form of entries on a register ( Register ) maintained by the Registrar. No certificate or other evidence of title will be issued. The Term Instruments of any Series may be described as Notes, Senior Notes, Subordinated Notes, Bonds, Instruments, Transferable Deposits, TDs or by any other marketing name specified in the relevant Pricing Supplement. There is no trustee for the holders of Term Instruments. Term Instruments will be issued in Series. Each Series may comprise one or more Tranches issued on different issue dates. The Term Instruments of each Series will all be subject to identical terms, except that the issue date and the amount of the first payment of interest may be different in respect of different Tranches of a Series and a Tranche or Series may comprise Term Instruments in more than one denomination. The Issuer will apply to Austraclear Limited ( Austraclear ) for approval of the Term Instruments of each Series to be traded on the settlement system operated by Austraclear ( Austraclear System ). Such approval of Term Instruments by Austraclear is not a recommendation or endorsement by Austraclear of the Term Instruments. Term Instruments will be issued with a tenor as specified in the relevant Pricing Supplement, but not less than 365 days. The purchase price for Term Instruments will be the amount agreed between the Issuer and the Dealer purchasing the Term Instruments, as specified in the relevant Pricing Supplement. Term Instruments may be interest bearing or non-interest bearing. Interest (if any) may accrue at a fixed or floating rate. Interest payment dates: Interest (if any) payable on Term Instruments is payable on the date or dates specified in the relevant Pricing Supplement.